clarification and supplemental announcement to the pre

(a business trust constituted on 22 February 2011 under the laws of the Republic of Singapore)
Managed by Perennial China Retail Trust Management Pte. Ltd.
CLARIFICATION AND SUPPLEMENTAL ANNOUNCEMENT TO THE PRE-CONDITIONAL
VOLUNTARY GENERAL OFFER ANNOUNCEMENT IN RESPECT OF THE ADJUSTMENT TO
THE ISSUE PRICE OF THE VGO CONSIDERATION SHARES AND THE NUMBER OF VGO
CONSIDERATION SHARES OFFERED FOR EACH OFFER UNIT
Unless otherwise defined, all capitalised terms and references used in this Announcement shall have
the meanings ascribed to them in the announcement dated 14 March 2014 in relation to the preconditional voluntary general offer for all the issued units of Perennial China Retail Trust, other than
those already owned, controlled or agreed to be acquired by St. James Holdings Limited, its related
corporations and their respective nominees (the “Pre-Conditional Offer Announcement”)
1.
2.
Perennial China Retail Trust Management Pte. Ltd., the trustee-manager of Perennial China
Retail Trust (“PCRT” and as trustee-manager of PCRT, the “Trustee-Manager” or the
“Company”) refers to the supplemental announcement (the “Supplemental
Announcement”) dated 17 March 2014 issued by St. James Holdings Limited (“St James”)
to the Pre-Conditional Offer Announcement stating, inter alia, that:
(a)
St. James had, on 14 March 2014, entered into conditional sale and purchase
agreements with Perennial Real Estate Holdings Pte. Ltd. and other vendors to
purchase the shares of certain entities with business activities and assets (the
“Target Assets”) located mainly in the People’s Republic of China (“PRC”) and
Singapore (the “Proposed Acquisition”). The aggregate purchase consideration for
the Proposed Acquisition of approximately S$1.56 billion is to be satisfied by the
allotment and issuance of new ordinary shares in St. James, which shall on issue,
represent approximately 99.27 per cent. of the enlarged share capital of St. James.
After the Proposed Acquisition, St James will be renamed Perennial Real Estate
Holdings Limited (“PREHL”) and PREHL will have net tangible assets of
approximately S$1.96 billion. PREHL will also be transferred from the Catalist of the
SGX-ST to the Mainboard of the SGX-ST, subject to obtaining the relevant approvals.
(b)
On completion of the Proposed Acquisition, PREHL will execute the proposed
voluntary conditional offer of S$0.70 per PCRT Unit to acquire all the remaining Units
of PCRT, which are not acquired as part of the Target Assets, in exchange for new
shares of PREHL.
As stated in the Supplemental Announcement:
(a)
Under the Pre-Conditional Offer Announcement, the number of VGO Consideration
Shares offered for each Offer Unit and the issue price of each VGO Consideration
Share was on the basis, inter alia, that 52,000,000 Shares will be placed pursuant to
the proposed placement announced by St James on 14 March 2014 (“Proposed
Placement”). In the event that less than 52,000,000 Shares are placed out, there
would be an adjustment to the number of VGO Consideration Shares and the issue
price of each VGO Consideration Share.
(b)
As the Board of St James has decided not to proceed with the Proposed Placement
after further consideration, no new Shares will be placed pursuant to the Proposed
Placement. Accordingly, the share consideration for each Offer Unit is adjusted as
follows:
For each Offer Unit: S$0.70, to be satisfied by the issuance of 0.5242 new ordinary
shares in the capital of St James at an issue price of S$1.3353 each.
3.
Unitholders should note that the Offer is subject to the satisfaction of the PreConditions and the Offer will not be made unless and until all the Pre-Conditions are
fulfilled. Accordingly, if and when the Offer is made, St James would have completed
the Proposed Acquisition of the Target Assets (other than the Phase 2 Target Assets),
as described in the announcement by St James dated 14 March 2014 in relation to its
proposed acquisition of the Target Assets (the “Proposed Acquisition Announcement”).
Further details of the Proposed Acquisition can be found in the Proposed Acquisition
Announcement which is annexed to the Pre-Conditional Offer Announcement and also
available on www.sgx.com. All references to the Offer in this Announcement refer to
the possible Offer which will only be made if and when the Pre-Conditions are fulfilled.
The foregoing is extracted from the Supplemental Announcement. Unitholders are
encouraged to refer to the full text of the Supplemental Announcement. Neither the TrusteeManager nor the Board takes responsibility for contents of the Supplemental Announcement.
Responsibility Statement
The directors of the Company (including those who have delegated detailed supervision of
this announcement) have taken all reasonable care to ensure that the facts stated in this
announcement are fair and accurate and that no material facts have been omitted from this
announcement (the omission of which would render any statement in this announcement
misleading in any material aspect), and they jointly and severally accept responsibility
accordingly.
By Order of the Board
Perennial China Retail Trust Management Pte. Ltd.
(as Trustee-Manager of Perennial China Retail Trust)
(Registration Number: 201024622Z)
Sim Ai Hua
Company Secretary
17 March 2014
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Important Notice
The value of units (“Units”) in PCRT and the income derived from them may fall as well as rise. Units are not
obligations of, deposits in, or guaranteed by, PCRT, the Trustee-Manager, or any of its affiliates. The past
performance of PCRT is not indicative of the future performance of PCRT. Certain statements in this
announcement may constitute “forward-looking statements”. Such forward-looking statements are based on
numerous assumptions regarding PCRT’s present and future business, and its strategies and the environment in
which PCRT’s will operate in the future. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or achievements of PCRT, to be
materially different from any future results, performance or achievements expressed or implied by such forwardlooking statements. These forward-looking statements speak only as at the date of this announcement. PCRT
expressly disclaims any obligation or undertaking to release publicly any updates of or revisions to any forwardlooking statement contained herein to reflect any change in PCRT’s expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based, subject to compliance with
all applicable laws and regulations and/or the rules of the SGX-ST and/or any other relevant regulatory or
supervisory body or agency.
An investment in the Units is subject to investment risks, including the possible loss of the principal amount
invested. Investors will have no right to request that the Trustee-Manager redeem or purchase the Units while the
Units are listed. It is intended that holders of the Units may only deal in their Units through trading on the SGXST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. The past performance of
PCRT is not necessarily indicative of the future performance of PCRT. This announcement is for information only
and does not constitute an offer of securities for sale in the United States or elsewhere. The securities of PCRT
have not been and will not be registered under the United States Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements under the Securities Act. There will be no public
offering of the securities in the United States.
ABOUT PERENNIAL CHINA RETAIL TRUST (www.perennialchinaretailtrust.com)
PCRT is Singapore’s first pure-play PRC retail development trust. Listed on the Main Board of the Singapore
Exchange Securities Trading Limited (“SGX-ST”) on 9 June 2011, PCRT has a market capitalisation of
approximately S$630.11 million as at 14 March 2014 and an asset value of approximately S$1.93 billion
(approximately RMB9.22 billion valued on an ‘as if complete’ basis) as at 31 December 2013.
PCRT’s portfolio comprises a 50.0% interest in each of Shenyang Red Star Macalline Furniture Mall, Shenyang
Longemont Shopping Mall and the Shenyang Longemont Offices, a 100.0% interest in Perennial Jihua Mall,
Foshan, a 100.0% interest in Perennial Qingyang Mall, Chengdu, a 50.0% interest and the right to acquire a
further 30.0% interest in Perennial Dongzhan Mall, Chengdu, and a 10.0% interest in the predominantly-retail
Beijing Tongzhou Integrated Development (Phase 1).
PCRT has access to a strong pipeline of projects from its Sponsor and its strategic partners, which includes the
option to invest in the Xi’an North High Speed Railway Integrated Development, which is directly connected to the
Xi’an North High Speed Railway Station, and the right of first refusal to invest in the block retail component of the
Beijing Tongzhou Integrated Development (Phase 1 and Phase 2).
PCRT aims to provide its Unitholders with sustainable total returns from the steady growth of PCRT’s net asset
value per unit and regular distributions from stabilised income-producing assets. PCRT is sponsored by Perennial
Real Estate Holdings Pte. Ltd. (“Sponsor”) and is managed by Perennial China Retail Trust Management Pte.
Ltd. (“Trustee-Manager”).
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